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Board Mandate

MANDATE OF THE BOARD OF DIRECTORS

Purpose

The Board of Directors is elected by the Corporation’s shareholders to supervise the management of the business and affairs of the Corporation, in the best interests of the Corporation. The Board of Directors shall be responsible for:

to the extent feasible, satisfying itself as to the integrity of the Chief Executive Officer and other executive officers and that the Chief Executive Officer and other executive officers create a culture of integrity throughout the organization,

reviewing and approving, on at least an annual basis, the strategic planning and business objectives that are submitted by management and monitoring the implementation by management of the strategic plan,

identifying the principal business risks of the GMP Group and supervising the implementation and monitoring of appropriate risk management systems, with the Audit Committee assisting the Board of Directors in the monitoring of implemented risk management systems and monitoring of the risks and reporting on these matters regularly to the Board of Directors,

ensuring, with the assistance of the Governance Committee, the effective functioning of the Board of Directors and its committees in compliance with the corporate governance requirements of applicable Canadian securities legislation and policies, and that such compliance is reviewed periodically by the Governance Committee,

ensuring internal control and management information systems for the GMP Group are in place, and reviewed periodically by the Audit Committee, with the Audit Committee assessing the effectiveness of the internal control and management information systems through meetings held with the external auditors, as appropriate, and senior management and a review of reports prepared by senior management,

monitoring the establishment of appropriate systems for succession planning,

with the assistance of the Management Resources & Compensation Committee, ensuring appropriate and effective incentive compensation programs are in place for GMP Group employees and compensation paid to executive officers of the GMP Group (exclusive of compensation received in accordance with the incentive compensation programs of GMP Group) is appropriate and fair,

develop clear position descriptions for the Chair of the Board of Directors and the chair of each committee,

ensuring that the Corporation has in place a policy for effective communication with securityholders, other stakeholders and the public generally, and

setting out measures for receiving feedback from stakeholders (e.g. the Board may wish to establish a process to permit stakeholders to directly contact independent directors).

Expectations of Directors

The Board of Directors has developed a number of specific expectations of directors to promote the discharge by the directors of their responsibilities and to promote the efficient conduct of the Board of Directors.

Commitment and Attendance. All directors should strive to attend all meetings of the Board of Directors and the committees of which they are members. Although there is a preference that directors attend meetings in person, attendance by telephone or video conference may be used to facilitate a director’s attendance.

Participation in Meetings. Each director should be sufficiently familiar with the business of the GMP Group, including its financial statements and capital structure, and the risks and the competition it faces, to ensure active and effective participation in the deliberations of the Board of Directors and of each committee on which he or she serves. Upon request, management will make appropriate personnel available to answer any questions a director may have about any aspect of the GMP Group’s business. Directors also should review the materials provided by management and advisors in advance of the meetings of the Board of Directors and its committees and should arrive prepared to discuss the issues presented.

Loyalty and Ethics. In their roles as directors, all directors owe a duty of loyalty to the Corporation. This duty of loyalty mandates that the best interests of the Corporation take precedence over any other interest possessed by a director. Directors should conduct themselves in accordance with the Corporation’s Code of Business Conduct and Ethics.

Other Directorships and Significant Activities. The GMP Group values the experience directors bring from other boards on which they serve and other activities in which they participate, but recognizes that those boards and activities also may present demands on a director’s time and availability and may present conflicts or legal issues, including independence issues. No director should serve on the board of a competitor or of a regulatory body with oversight of the GMP Group. Each director should, when considering membership on another board or committee, make every effort to ensure that such membership will not impair the director’s time and availability for his or her commitment to the GMP Group. Directors should seek the approval of the Governance Committee before accepting membership on other boards of directors or any audit committee or other significant committee assignment on any other board of directors, or establishing other significant relationships with businesses, institutions, governmental units or regulatory entities, particularly those that may result in significant time commitments or a change in the director’s relationship to the GMP Group. In considering whether to approve a director’s request the Governance Committee shall consider the matter on a case-by-case basis, taking into consideration all relevant factors, including, but not limited to, the requesting director’s other directorships, other employment commitments and the time commitment associated with membership on another board or committee.

Contact with Management and Employees. All directors should be free to contact the Chief Executive Officer and other senior management of the GMP Group at any time to discuss any aspect of the GMP Group’s business. Directors should use their judgement to ensure that any such contact is not disruptive to the operations of the GMP Group. The Board of Directors expects that there will be frequent opportunities for directors to meet with the Chief Executive Officer and other senior members of the GMP Group in meetings of the Board of Directors and committees, or in other formal or informal settings.

Speaking on Behalf of the Corporation. It is important that the GMP Group speak to employees and outside constituencies with a single voice, and that management serve as the primary spokesperson. As a result, directors should ensure that they adhere to the Corporation’s Policy Concerning Confidentiality, Fair Disclosure and Trading in Securities.

Confidentiality. The proceedings and deliberations of the Board of Directors and its committees are confidential. Each director will maintain the confidentiality of information received in connection with his or her service as a director.

Measures for Receiving Shareholder Feedback

All publicly disseminated materials of the Corporation shall provide for a mechanism for feedback from shareholders. Persons designated to receive such information shall be required to provide a summary of the feedback to the Board of Directors on a semi-annual basis or at such other more frequent intervals as they see fit. Shareholders of the Corporation may communicate directly with the independent directors by writing to the Chair of the Board of Directors, GMP Capital Inc., 145 King Street West, Suite 300, Toronto, Ontario, Canada M5H 1J8.

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